CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED , AMDL, Inc., a Delaware corporation (the “ Company ”), promises to pay to St. George Investments, LLC, an Illinois limited liability company (the “ Holder ,” and together with the Company, the “ Parties ”), the principal sum of $555,555.56 together with all accrued and unpaid interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Convertible Promissory Note (this “ Note ”). This Note is issued pursuant to that certain Note and Warrant Purchase Agreement of even date herewith, entered into by and between the Company and the Holder (the “ Purchase Agreement ”).

1.            Principal and Interest Payments . Interest on the unpaid principal balance of this Note shall accrue at the rate of 12.00% per annum commencing on the date hereof. Beginning on the six (6)-month anniversary of the date of this Note (the “ Initial Payment Date ,” and the same day of each month thereafter, a “ Payment Date ”) and continuing through the one (1)-year anniversary  of the date of this Note (the “ Maturity Date ”), the Company will make monthly payments to the Holder equal to the sum of (a) one-twelfth (1/12) of outstanding principal balance of this Note as of the Initial Payment Date, and (b) all accrued interest, and any fees and penalties incurred per the terms of this Note (for the avoidance of doubt, on and after the Initial Payment Date, all interest, fees and penalties are due and payable in full in the month immediately following the month after such amount are accrued or incurred; provided , however, that all interest, fees and penalties accrued or incurred during the first six months shall be due and payable on the Initial Payment Date). All remaining principal, interest and fees outstanding as of the Maturity Date shall be due and payable on such date in a single balloon payment. Each payment hereunder may be made by the Company, at its option, in the form of either (a) cash, or (b) shares of common stock of the Company, $0.001 par value per share (“ Common Shares ”) at the greater of the Floor Price or 80% of the volume-weighted average price (the “ VWAP ”) for the five (5) business days ending on the business day immediately preceding the applicable payment date as reported by Bloomberg, LP, or if such information is not then being reported by Bloomberg, LP, then as reported by such other data information source as may be selected by the Holder (the “ Conversion Price ”). Notwithstanding the foregoing, all payments hereunder shall be made in cash unless all of the following conditions are met: (v) listing approval for the Common Shares issuable under this Note shall have been received from the NYSE Amex; (w) not less than seven (7) calendar days prior to the applicable payment date, the Company shall have notified the Holder that it intends to make such payment in Common Shares; (x) (i) the Common Shares to be issued have been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or (ii) (A) Rule 144 promulgated thereunder (“ Rule 144 ”) is available for their sale, (B) the Company has provided to the Holder (prior to the delivery of the Common Shares on the applicable Payment Date) an attorney’s opinion, in a form acceptable to the Holder, which provides that Rule 144 is available for the sale of the Common Shares (if the Company fails to provide such an opinion prior to delivery of the Common Shares on the applicable Payment Date the Holder may, at its option, obtain its own opinion, in which case the cost of such opinion will be added to the Outstanding Amount (hereafter defined) of this Note and the Company shall instruct its transfer agent to accept such opinion), (C) the Company is current on all of its SEC reporting obligations, and (D) the Company is not subject to an extension for reporting its quarterly or annual results; (y) the closing bid price for the Common Shares on the business day on which notice is given is greater than the Floor Price (as defined below) divided by 80%; and (z) the Note shall not be in default. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal.

2.            Conversion .

(a)            Optional Conversion .   At any time or from time to time prior to payment in full of the entire outstanding principal balance of this Note, plus accrued interest and fees hereunder (collectively, the “ Outstanding Amount ”), the Holder shall have the right, subject to the Ownership Limitation (defined below), at the Holder’s option, to convert the Outstanding Amount on this Note, in whole or in part (the “ Conversion Amount ”), into the number of Common Shares as is determined by dividing (a) the Outstanding Amount by (b) the greater of (i) the Conversion Price at that time, or (ii) the Floor Price.

(b)            Optional Conversion Mechanics . In order to convert this Note into Common Shares the Holder hereof shall give written notice to the Company at its principal corporate office pursuant to the form attached hereto as Exhibit A (the “ Conversion Notice ”) of the election to convert the same pursuant to this Section and shall state therein the Conversion Amount, the number of Common Shares to which it is entitled, and the account in which the Common Shares are to be deposited.  The Company shall immediately, but in no event later than five (5) days after receipt, deliver the number of Common Shares set forth on the Conversion Notice (the “ Conversion Shares ”) to the account specified by the Holder on the Conversion Notice.  Notwithstanding anything herein to the contrary, all such deliveries of Conversion Shares shall be electronic, via Deposit/Withdrawal at Custodian (DWAC) or Depository Trust Company (DTC).  In the event the Company fails to deliver the Conversion Shares within three (3) days of receipt of the Conversion Notice, in addition to all other remedies available to the Holder hereunder and at law, a penalty equal to one and one half percent (1.5%) of the Conversion Amount (defined hereafter) shall be added to the balance of this Note per day. The conversion shall be deemed to have been made immediately prior to the close of business on the date of the Conversion Notice, and the person or entity entitled to receive the Common Shares upon such conversion shall be treated for all purposes as the record holder or holders of such Common Shares as of such date.

(c)            Mandatory Conversion . On any date (the “ Mandatory Conversion Determination Date ”) on which the average closing bid price for the Common Shares for at least twenty (20) of the immediately preceding thirty (30) trading days equals or exceeds $1.25, then on twenty (20) days’ irrevocable notice (the “ Mandatory Conversion Notice ”) and subject to the conditions set forth below and the Ownership Limitation, the Company can cause conversion of the Outstanding Amount (the “ Mandatory Conversion ”) into Common Shares; provided , however, that no Mandatory Conversion may be made unless all of the following conditions are met: (i) the Company provides the Mandatory Conversion Notice within five (5) business days of the Mandatory Conversion Determination Date; (ii) (a) the Common Shares that are issuable upon the Mandatory Conversion have been registered under the Securities Act, or (b) the Company has provided to the Holder, prior to delivery of the Common Shares deliverable upon the exercise of this Mandatory Conversion right, an attorney’s opinion, in a form acceptable to the Holder and the transfer agent, which provides that Rule 144 is available for the sale of the Common Shares (if the Company fails to provide such an opinion the Holder may, at its option, obtain its own opinion, in which case the cost of such opinion will be added to the principal balance of this Note and the Company shall instruct its transfer agent to accept such opinion), (c) the Company is current on all of its SEC reporting obligations, and (d) the Company is not subject to an extension for reporting its quarterly or annual results; (iii) the number of Common Shares being delivered to the Holder, when added to all other shares owned of record or beneficially by the Holder, will not exceed the Ownership Limitation; (iv) the number of Common Shares being delivered to the Holder will not exceed an amount equal to 20% of the product of the average daily volume of Common Shares traded on the primary exchange for Common Shares during the twenty (20) prior trading days as of the Mandatory Conversion Determination Date multiplied by twenty (20); (v) the Company is not in default of this Note and has timely honored all requests for conversion made by the Holder as of the date of the Mandatory Conversion; (vi) the Company has not violated any covenant, obligation or requirement of the Purchase Agreement and all of the representations and warranties contained therein remain true as of the Mandatory Conversion Determination Date and the date of the Mandatory Conversion; and (vii) the closing bid price, as reported by Bloomberg, LP (or other means at the discretion of the Holder, if quotations are not available on Bloomberg, LP) for the trading day immediately preceding the date Common Shares are delivered to Holder pursuant to the Mandatory Conversion, is at least the Maximum Conversion Price. Notwithstanding anything herein to the contrary, the provisions of this Section 2(c) shall not apply and the Mandatory Conversion may not occur in whole or in part if the number of Common Shares being delivered to the Holder, when added to all other shares owned of record or beneficially by the Holder, will cause the Holder’s ownership of Common Shares to exceed the Ownership Limitation.

(d)            No Fractional Shares . Conversion calculations pursuant to Sections 2(a) and 2(c) shall be rounded up to the nearest whole share, and no fractional shares shall be issuable by the Company upon conversion of this Note. All shares issuable upon a conversion of this Note (including fractions thereof) shall be aggregated for purposes of determining whether such conversion would result in the issuance of a fractional share.

3.            Floor Price .   As used herein, the term “ Floor Price ” means $0.64 per Common Share; provided , that, subject to certain exceptions, if at any time after the date hereof while any portion of the Note is outstanding, the Company sells Common Shares or instruments convertible into or exercisable for Common Shares (including the payment of interest with Common  Shares), or enters into any exchange or settlement agreements to do the same, at a price per Common Share less than $0.64 (the “ Lower Price ”), then the Floor Price shall immediately be reduced to equal the Lowe